Ostoskori

SOFTWARE LICENSE AGREEMENT

 

1 GENERAL

This Software License Agreement ("Agreement") is a legal agreement between you ("you") and Lemonline ("Lemonline") and applies to your use of Lemonline's software application ("Software"). The Software includes computer software downloaded from a designated site of Lemonline (the "Portal"), electronic documentation and all basic updates thereto.

 

2 GRANT OF LICENSE

Upon and subject to the terms and conditions of this Agreement Lemonline grants to you a limited, non-exclusive and non-assignable license to use the Software in accordance with the terms and conditions of this Agreement. Pursuant to this Agreement, you shall have the right to use one copy of the Software on one single stand-alone computer or one virtual server owned or otherwise controlled by you. The Software shall be used only in connection with Magento versions defined on the Portal ("Compatible Magento Versions"). You are entitled make copies of the Software solely for back-up purposes. All copies of the Software shall include copyright and other proprietary notices of Lemonline. The rights granted to you herein shall cover the use of the Software in machine readable code form only. You may not, except to the extent permitted by any mandatory law provision, modify, adapt, alter, translate, or create derivative works from the Software, or merge the Software with other software. You have no right to sub-license, assign or transfer the rights granted to you in this Agreement. All copyrights and other similar rights and related rights (including database and catalogue rights), patents, utility models, trade marks, trade secrets, know-how and any other form of statutory protection of any kind and applications for any of the foregoing respectively ("Intellectual Property Rights") in and to the Software are and shall at all times remain the sole and exclusive property of Lemonline and third parties. Lemonline does not transfer any of its Intellectual Property Rights or third party Intellectual Property Rights to you under this Agreement. All rights and licenses not expressly granted to you under this Section 2 shall be retained by Lemonline.

 

3 TECHNICAL REQUIREMENTS

The Software may only be installed to and used in the operating environment which complies with Lemonline's technical requirements. Detailed requirements for the operating environment are set out on the Portal. Lemonline may from time to time update these requirements, for instance, due to the changes in compatible operating systems and software applications. For the sake of clarity, you shall be responsible for acquiring of all equipment, software and data connections necessary to properly operate the Software.

 

4 PRICES AND TERMS OF PAYMENT

In consideration of the license and rights granted to you under this Agreement, you shall be responsible for paying the fees set forth on the Portal. All prices are stated exclusive of value-added taxes (VAT). Late payment interest for due but unpaid amounts shall be calculated in accordance with the Finnish Interest Act. Other payment instructions are set out on the Portal. (http://www.lemonline.fi/)

 

5 UPDATES AND UPGRADES

Lemonline may from time to time, at its sole discretion, provide you or make available to you updates and upgrades to the Software to make it compatible with Compatible Magento Versions. For the sake of clarity, Lemonline shall have no obligation to provide any updates or upgrades to make the Software compatible with any other software than Compatible Magento Versions.

 

6 LIMITED WARRANTY AND DISCLAIMER

Lemonline warrants that the Software will perform substantially in accordance with the description provided by Lemonline in connection with the Compatible Magento Versions for a period of thirty (30) days from the delivery date the Software. You must notify Lemonline of any Software warranty deficiency within such thirty (30) days period. As your sole and exclusive remedy for the breach of the foregoing warranty, Lemonline will (i) repair the Software; or (ii) replace the Software or (iii) terminate this Agreement immediately by notice in writing to you and refund any of the fees paid by you as at the date of termination. For the sake of clarity, Lemonline does not warrant compatibility with any other software including but not limited to Magento versions other than the Compatible Magento Versions. The preceding limited warranty is the only express warranty made to you. Except for the limited warranty, the Software is provided "as is" without any warranties of any kind. You acknowledge and agree that any use of the Software is at your sole risk and liability. To the maximum extent permitted by applicable law, Lemonline expressly disclaims any and all representations and warranties, either express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose and non-infringement, with respect to the Software.

 

7 LIMITATION OF LIABILITY

Lemonline shall not be liable for any indirect damages, except in cases of intentional misconduct or gross negligence. Lemonline's maximum liability for any damages arising out of or related to this Agreement shall not exceed the total fees paid by you under this Agreement.

 

8 FORCE MAJEURE

Lemonline shall not be deemed to be in default under this Agreement as long as its failure to perform any of its obligations hereunder is occasioned solely by fire, labour disturbance, acts of civil or military authorities, or any similar cause not known to Lemonline at the time of execution hereof and beyond Lemonline's reasonable control.

 

9 DATA PROTECTION

Terms and conditions concerning the privacy and personal data files are set out on the Portal. (http://www.lemonline.fi/)

 

10 OTHER PROVISIONS

Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement or any breach, termination or invalidity thereof shall be settled in accordance with the Arbitration Rules of the Central Chamber of Commerce of Finland by one (1) arbitrator. The arbitration shall take place in Helsinki, Finland. The award of the arbitration shall be final and binding on both Parties. The arbitration shall be conducted in the Finnish language. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Finland, without reference to the choice of law provisions thereof. Amendments. No provision of this Agreement may be amended, modified or otherwise changed, other than by an instrument in writing duly executed on behalf of the Parties to this Agreement. Export Laws. You agree to comply with all laws and regulations of the United States and other countries to assure that the Software is not exported, directly or indirectly in violation of any export laws. Severability. If any term or provision of this Agreement is held to be illegal or unenforceable, the validity of the remainder of this Agreement shall not be affected.